Podcast 96: Ocean’s Eleven

The 3 Guys Podcast

Recorded on 1/12/2023

11 men, 3 casinos, 150 million dollars, 1 chance to pull it off. In this podcast we review Ocean’s Eleven starring George Clooney, Brad Pitt, Julia Roberts and directed by Steven Soderbergh. This week we are joined by our special guest Ivy. WARNING: There will be SPOILERS!

The 3 Guys Rating

4.4/5

Notes From The Show

  • Quick Synopsis

  • Released: December 7, 2001

    Directed By:
    Steven Soderbergh

    Screenplay By: Ted Griffin

    Based On: “
    Ocean’s 11” by Harry Brown, Charles Lederer, George Clayton Johnson & Jack Golden Russell

    Stars: George Clooney, Matt Damon, Andy García, Brad Pitt, Julia Roberts, Casey Affleck, Scott Caan, Elliott Gould, Bernie Mac, Carl Reiner and a bunch of other actors.

    Plot:
    Danny Ocean and his ten accomplices plan to rob three Las Vegas casinos simultaneously.

    Taglines:  11 men, 3 casinos, 150 million dollars, 1 chance to pull it off.

    How did this movie do?
    Budget: $85 Million
    Box Office: $451 Million

  • Casting

    • Matt Damon’s part as Linus Caldwell, the pick pocket, was initially meant for Mark Wahlberg who turned down the role in order to star in Planet of the Apes (2001).

    • Don Cheadle is uncredited despite having a major role. This is due to a dispute over his billing. Cheadle wanted above the title billing alongside George Clooney, Matt Damon, and Brad Pitt. When he was refused, he refused to be credited at all. Cheadle received above the title billing in Ocean’s Twelve (2004) and Ocean’s Thirteen (2007).

    • Luke Wilson and Owen Wilson were to play the brothers Virgil and Turk, but dropped out to film The Royal Tenenbaums (2001). Danny Glover also turned down the role of Frank Catton in order to be in that film.

    • Bruce Willis was originally cast as Danny Ocean, but had to pull out due to scheduling conflicts. He would later make a cameo appearance in the 2004 sequel.

    • The filmmakers were looking for someone with specific acrobatic skills to play the part of Yen. They discovered Shaobo Qin performing with the troupe in Las Vegas. He had never acted before.

    • Ewan McGregor and Lennie James were considered for the role of Basher.

    • Alan Arkin was originally cast as Saul Bloom but dropped out due to personal reasons.

    • Bill Murray was supposed to play a lounge singer but the part was dropped when Murray was busy filming The Royal Tenenbaums (2001).

    • Cast of 1960’s version: Frank Sinatra, Dean Martin, Sammy Davis Jr., Peter Lawford, Angie Dickinson, Richard Conte, Cesar Romero, Patrice Wymore, Joey Bishop, Akim Tamiroff, Henry Silva
  • Trivia

    • Takarazuka Revue adapted the movie as a musical in 2011–2012 in Japan (Takarazuka Grand Theater; Tokyo Takarazuka Theater). The production was performed by Star Troupe and the cast included Reon Yuzuki as Danny Ocean, Nene Yumesaki as Tess Ocean and Shio Suzumi as Rusty Ryan.

    • The entire cast worked for less than their usual salaries to bring down the budget.

    • The script was sent to Julia Roberts with a $20 bill attached. Included was a note from George Clooney that said “I hear you’re getting 20 a picture now”. This of course is a joke referencing Julia Roberts becoming the highest paid actress at $20 million per picture.

    • Shaobo Qin made his motion picture debut in this film. He was rehearsing with the Peking Acrobats when he was spotted and asked to audition for the role of Yen.

    • Shaobo Qin made his motion picture debut in this film. He was rehearsing with the Peking Acrobats when he was spotted and asked to audition for the role of Yen.

    • Don Cheadle admitted that his Cockney accent isn’t great. He wanted to change it for the sequels, but his agent said no.

    • With the exception of the title character “Danny Ocean”, none of the principal characters have the same names as their counterparts in the 1960 version of the film.

    • Director Steven Soderbergh originally wanted to shoot the movie in black and white. Warner Brothers said he could only if he drastically reduced the filming costs, so Soderbergh changed his mind.

    • Bernie Mac improvised some of his lines, including “You want me to get on the table and dance?”

    • Henry Silva and Angie Dickinson, who both appeared in the original Ocean’s Eleven (1960), make cameo appearances during the fight scene. This would mark Silva’s last appearance in a film as he has since retired.

    • Julia Roberts filmed all of her scenes in two weeks.

    • The elevator shaft was created with visual effects. The actors were only a few feet off the ground.

    • The name of the character Bucky Buchanan, who is almost blowing Saul’s cover, is a nod to the comic books (and later movies) of “Captain America” where Steve Rogers’ friend and occasional nemesis’ name is James ‘Bucky’ Buchanan Barnes.

    • Bernie Mac (Frank Catton) shakes hands with the car salesman Billy Tim Denham played by actor Joe La Due and eventually hurts his hand from continually squeezing it. La Due is the same actor who gets his hand bashed with a hammer because he was cheating at a blackjack table in the movie “Casino”.

    • DIRECTOR CAMEO: Steven Soderbergh: as a team member of the vault-bombing thieves.

    • In nearly every scene Rusty’s in, he’s eating something. According to Brad Pitt, this is because the whole gang (his character in particular) would be so busy that they’d rarely be able to eat; it was decided that Rusty would just eat all the time. He first mentioned this when he was eating after having worked all day without a break for lunch and was hungry, because he thought it would be a good character trait for Rusty Ryan as well. This leads to a gag at the end of the film where Rusty gets heartburn and throws the food away.

    • The scene of everyone standing around watching the Bellagio fountain and leaving was somewhat improvised. Steven Soderbergh wanted Brad Pitt (Rusty) to leave first and Carl Reiner (Saul) to leave last. The rest of the actors were told to line up and depart in whatever order felt natural.

    • The order in which the ten participants leave the fountains is: Rusty Ryan (Brad Pitt), Turk Malloy (Scott Caan), Basher Tarr (Don Cheadle), Livingston Dell (Eddie Jemison), Virgil Malloy (Casey Affleck), Frank Catton (Bernie Mac), Yen (Shaobo Qin), Reuben Tishkoff (Elliott Gould), Linus Caldwell (Matt Damon) and Saul Bloom (Carl Reiner).

    • Andy Garcia’s line to Brad Pitt, “If you should be picked up buying a $100,000 sports car in Newport Beach, I’m going to be supremely disappointed,” is in reference to the kidnapping of Steve Wynn’s daughter, Kevyn. The kidnappers were caught trying to spend some of the ransom money in Newport Beach as they attempted to buy a very expensive car in cash.

    • Basher covering his crotch and turning it away as he sets off the EMP was improvised by Don Cheadle.

    • In the scene near the end when Andy Garcia realizes that the police he was watching was a video he gets on the walkie talkie and hears from one of his guards “What happened to all that money?”. The voice heard is actually the voice used in the original version.

    • Terry Benedict is heard on the phone refusing the request of a “Mr. Levin” to attend the prizefight ringside, saying he should instead watch it on cable TV as “surely he must have HBO.” In real life, Gerald Levine is chairman of Time-Warner, of which HBO is a subsidiary, as is Warner Brothers, the film’s distributor.

    • $160,000,000 divided by eleven is $14, 545,454.54

Released: December 7, 2001

Directed By:
Steven Soderbergh

Screenplay By: Ted Griffin

Based On: “
Ocean’s 11” by Harry Brown, Charles Lederer, George Clayton Johnson & Jack Golden Russell

Stars: George Clooney, Matt Damon, Andy García, Brad Pitt, Julia Roberts, Casey Affleck, Scott Caan, Elliott Gould, Bernie Mac, Carl Reiner and a bunch of other actors.

Plot:
Danny Ocean and his ten accomplices plan to rob three Las Vegas casinos simultaneously.

Taglines:  11 men, 3 casinos, 150 million dollars, 1 chance to pull it off.

How did this movie do?
Budget: $85 Million
Box Office: $451 Million

  • Matt Damon’s part as Linus Caldwell, the pick pocket, was initially meant for Mark Wahlberg who turned down the role in order to star in Planet of the Apes (2001).

  • Don Cheadle is uncredited despite having a major role. This is due to a dispute over his billing. Cheadle wanted above the title billing alongside George Clooney, Matt Damon, and Brad Pitt. When he was refused, he refused to be credited at all. Cheadle received above the title billing in Ocean’s Twelve (2004) and Ocean’s Thirteen (2007).

  • Luke Wilson and Owen Wilson were to play the brothers Virgil and Turk, but dropped out to film The Royal Tenenbaums (2001). Danny Glover also turned down the role of Frank Catton in order to be in that film.

  • Bruce Willis was originally cast as Danny Ocean, but had to pull out due to scheduling conflicts. He would later make a cameo appearance in the 2004 sequel.

  • The filmmakers were looking for someone with specific acrobatic skills to play the part of Yen. They discovered Shaobo Qin performing with the troupe in Las Vegas. He had never acted before.

  • Ewan McGregor and Lennie James were considered for the role of Basher.

  • Alan Arkin was originally cast as Saul Bloom but dropped out due to personal reasons.

  • Bill Murray was supposed to play a lounge singer but the part was dropped when Murray was busy filming The Royal Tenenbaums (2001).

  • Cast of 1960’s version: Frank Sinatra, Dean Martin, Sammy Davis Jr., Peter Lawford, Angie Dickinson, Richard Conte, Cesar Romero, Patrice Wymore, Joey Bishop, Akim Tamiroff, Henry Silva
  • Takarazuka Revue adapted the movie as a musical in 2011–2012 in Japan (Takarazuka Grand Theater; Tokyo Takarazuka Theater). The production was performed by Star Troupe and the cast included Reon Yuzuki as Danny Ocean, Nene Yumesaki as Tess Ocean and Shio Suzumi as Rusty Ryan.

  • The entire cast worked for less than their usual salaries to bring down the budget.

  • The script was sent to Julia Roberts with a $20 bill attached. Included was a note from George Clooney that said “I hear you’re getting 20 a picture now”. This of course is a joke referencing Julia Roberts becoming the highest paid actress at $20 million per picture.

  • Shaobo Qin made his motion picture debut in this film. He was rehearsing with the Peking Acrobats when he was spotted and asked to audition for the role of Yen.

  • Shaobo Qin made his motion picture debut in this film. He was rehearsing with the Peking Acrobats when he was spotted and asked to audition for the role of Yen.

  • Don Cheadle admitted that his Cockney accent isn’t great. He wanted to change it for the sequels, but his agent said no.

  • With the exception of the title character “Danny Ocean”, none of the principal characters have the same names as their counterparts in the 1960 version of the film.

  • Director Steven Soderbergh originally wanted to shoot the movie in black and white. Warner Brothers said he could only if he drastically reduced the filming costs, so Soderbergh changed his mind.

  • Bernie Mac improvised some of his lines, including “You want me to get on the table and dance?”

  • Henry Silva and Angie Dickinson, who both appeared in the original Ocean’s Eleven (1960), make cameo appearances during the fight scene. This would mark Silva’s last appearance in a film as he has since retired.

  • Julia Roberts filmed all of her scenes in two weeks.

  • The elevator shaft was created with visual effects. The actors were only a few feet off the ground.

  • The name of the character Bucky Buchanan, who is almost blowing Saul’s cover, is a nod to the comic books (and later movies) of “Captain America” where Steve Rogers’ friend and occasional nemesis’ name is James ‘Bucky’ Buchanan Barnes.

  • Bernie Mac (Frank Catton) shakes hands with the car salesman Billy Tim Denham played by actor Joe La Due and eventually hurts his hand from continually squeezing it. La Due is the same actor who gets his hand bashed with a hammer because he was cheating at a blackjack table in the movie “Casino”.

  • DIRECTOR CAMEO: Steven Soderbergh: as a team member of the vault-bombing thieves.

  • In nearly every scene Rusty’s in, he’s eating something. According to Brad Pitt, this is because the whole gang (his character in particular) would be so busy that they’d rarely be able to eat; it was decided that Rusty would just eat all the time. He first mentioned this when he was eating after having worked all day without a break for lunch and was hungry, because he thought it would be a good character trait for Rusty Ryan as well. This leads to a gag at the end of the film where Rusty gets heartburn and throws the food away.

  • The scene of everyone standing around watching the Bellagio fountain and leaving was somewhat improvised. Steven Soderbergh wanted Brad Pitt (Rusty) to leave first and Carl Reiner (Saul) to leave last. The rest of the actors were told to line up and depart in whatever order felt natural.

  • The order in which the ten participants leave the fountains is: Rusty Ryan (Brad Pitt), Turk Malloy (Scott Caan), Basher Tarr (Don Cheadle), Livingston Dell (Eddie Jemison), Virgil Malloy (Casey Affleck), Frank Catton (Bernie Mac), Yen (Shaobo Qin), Reuben Tishkoff (Elliott Gould), Linus Caldwell (Matt Damon) and Saul Bloom (Carl Reiner).

  • Andy Garcia’s line to Brad Pitt, “If you should be picked up buying a $100,000 sports car in Newport Beach, I’m going to be supremely disappointed,” is in reference to the kidnapping of Steve Wynn’s daughter, Kevyn. The kidnappers were caught trying to spend some of the ransom money in Newport Beach as they attempted to buy a very expensive car in cash.

  • Basher covering his crotch and turning it away as he sets off the EMP was improvised by Don Cheadle.

  • In the scene near the end when Andy Garcia realizes that the police he was watching was a video he gets on the walkie talkie and hears from one of his guards “What happened to all that money?”. The voice heard is actually the voice used in the original version.

  • Terry Benedict is heard on the phone refusing the request of a “Mr. Levin” to attend the prizefight ringside, saying he should instead watch it on cable TV as “surely he must have HBO.” In real life, Gerald Levine is chairman of Time-Warner, of which HBO is a subsidiary, as is Warner Brothers, the film’s distributor.

  • $160,000,000 divided by eleven is $14, 545,454.54

About The Movie From IMDB

Ocean's Eleven | December 7, 2001 (United States) 7.7

Photos


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Videos


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Cast

...
Danny Ocean
...
Rusty Ryan
...
Tess Ocean
...
Linus
...
Board Member #1
...
Board Member #2
...
Board Member #3
...
Blackjack Dealer
...
Frank Catton
...
Bartender
...
Security Guard ('Oscar')
...
Reuben Tishkoff
...
Lockbox Carrier
...
Virgil Malloy
...
Turk Malloy
...
Livingston Dell
...
FBI Man #1
...
FBI Man #2

See full cast >>

Countries: United StatesLanguages: English, Italian, Cantonese

Note: All images are property of their respected owners and used for editorial purposes.

Ocean's Eleven | December 7, 2001 (United States) Summary:
Countries: United StatesLanguages: English, Italian, Cantonese

Quotes

Rusty: You scared?

Linus: You suicidal?

Rusty: Only in the morning.


Danny: Ten oughta do it, don't you think?

Rusty: [Stares away in silence]

Danny: You think we need one more?

Rusty: [remains silent with his head leaning on top of his folded arms while hunched over on the bar]

Danny: You think we need one more.

Rusty: [remains silent]

Danny: All right, we'll get one more.

Rusty: [Blinks]


Danny: [referring to her relationship with Terry] Does he make you laugh?

Tess: [sincerely] He doesn't make me cry.


[last minute tips to Linus]

Rusty: You look down, they know you're lying and up, they know you don't know the truth. Don't use seven words when four will do. Don't shift your weight, look always at your mark but don't stare, be specific but not memorable, be funny but don't make him laugh. He's got to like you then forget you the moment you've left his side. And for God's sake, whatever you do, don't, under any circumstances...

Livingston: [from another room] Rus?

Rusty: Yeah?

Livingston: Come look at this?

Rusty: Sure.


Rusty: I need the reason. Don't say money. Why do this?

Danny: Why not do it?

[Rusty shakes his head]

Danny: Because yesterday I walked out of the joint after losing four years of my life and you're cold-decking "Teen Beat" cover boys.

[pause]

Danny: Because the house always wins. Play long enough, you never change the stakes, the house takes you. Unless, when that perfect hand comes along, you bet big, and then you take the house.

[another pause]

Rusty: Been practicing that speech, haven't you?

Danny: Little bit. Did I rush it? Felt like I rushed it.

Rusty: No, it was good, I liked it. "Teen Beat" thing was harsh.


Danny: There's a ninety-five pound Chinese man with a hundred sixty million dollars behind this door.

Linus: Let's get him out.

Danny: Yeah.


Turk Malloy: [intentionally arguing to each other extend the time needed for their balloons to block the security camera's view] Watch it, bud.

Virgil Malloy: Who you calling bud, pal?

Turk Malloy: Who you calling pal, friend?

Virgil Malloy: Who you calling friend, jackass?

Turk Malloy: Don't call me a jackass.

Virgil Malloy: I just did call you a jackass.


Tess: You know what your problem is?

Danny: [sarcastically] I only have one?


Danny: Thirteen million and you drive this piece of shit cross country to pick me up?

Rusty: [sarcastically] Blew it all on the suit.


[pretending the Nevada Gaming Commission is racist]

Frank: They might as well call it whitejack!


Saul: I have a question, say we get into the cage, and through the security doors there and down the elevator we can't move, and past the guards with the guns, and into the vault we can't open...

Rusty: Without being seen by the cameras.

Danny: Oh yeah, sorry, I forgot to mention that.

Saul: Yeah well, say we do all that... uh... we're just supposed to walk out of there with $150,000,000 in cash on us, without getting stopped?

[pause as everyone turns to look at Danny]

Danny: Yeah.

Saul: [nervously] Oh. Okay.


Virgil Malloy: [playing 20 questions as they wait for Danny, Yen and Basher to steal the pinch] Are you a man?

Turk Malloy: Yes, nineteen.

Virgil Malloy: Are you alive?

Turk Malloy: Yes, eighteen.

Virgil Malloy: Evel Knievel.

Turk Malloy: ...shit.


Reuben: [as Danny and Rusty are leaving Reuben's home after lunch] Look, we all go way back and uh, I owe you from the thing with the guy in the place and I'll never forget it.

Danny: That was our pleasure.

Rusty: I'd never been to Belize.


Turk Malloy: [impatiently waiting in his truck to race against Virgil] I'm gonna get out of the car and I'm gonna drop you like third-period French.


Danny: Saul, are you sure you're ready to do this?

Saul: [with the self-assured intensity of the character he is to act as] If you ever ask me that question again Daniel, you will not wake up the following morning.

Danny: He's ready.


[while they are watching a dozen Chinese acrobats at a circus]

Danny: Which one is the amazing Yen?

Rusty: [intentionally being vague] He's the little Chinese guy.


Danny: Now, they tell me I paid my debt to society.

Tess: [sarcastically] Funny, I never got a check.


Rusty: [in an empty office after business hours] You'd need at least a dozen guys doing a combination of cons.

Danny: Like what, do you think?

Rusty: Off the top of my head, I'd say you're looking at a Boeski, a Jim Brown, a Miss Daisy, two Jethros and a Leon Spinks, not to mention the biggest Ella Fitzgerald ever.


Rusty: [on Danny walking out of prison in a loosened black-tie suit] I hope you were the Groom.

Danny: [on Rusty's attire for picking him up from prison] Ted Nugent called, he wants his shirt back.


Saul: [to Danny and Rusty] Tess is with Benedict now? She's too tall for him!


Tess: [talking privately over dinner while Tess is waiting for Terry] You're a thief and a liar.

Danny: I only lied about being a thief, I don't do that anymore.

Tess: Steal?

Danny: Lie.

Tess: [referring to Terry] I'm with someone who doesn't have to make that kind of distinction.

Danny: [sarcastically, referring to Terry] No, he's very clear on both.


Rusty: [in Rusty's car with Rusty driving] God, I'm bored!

Danny: You look bored.

Rusty: I am bored!

[long pause]

Rusty: How was the clink? You get the cookies I sent?

Danny: [sarcastically] Why do you think I came to see you first?


Terry: [to Rusty over the phone] All right, you proved your point. You broke into my vault. Congratulations, you're a dead man.


Bartender: [over the noise in the background, inside the crowded club] How's the game going?

Rusty: Longest hour of my life.

Bartender: [not hearing him] What?

Rusty: I'm running away with your wife.

Bartender: Great!

[He grins and flashes Rusty a thumbs-up]


Reuben: [as Danny and Rusty are leaving Reuben's house after lunch] Give Dominic your addresses, I got some remaindered furniture I want to send you. Look, just out of curiosity, which three casinos did you geniuses decide to rob?

Rusty: The Bellagio...

Danny: The Bellagio, the Mirage, and the MGM Grand.

Reuben: [drops his fork] Those are Terry Benedict's casinos.

Danny: Is that right?

Rusty: That's right.

Reuben: You guys, what do you got against Terry Benedict?

Rusty: What do you have against him, that's the question?

Reuben: He torpedoed my casino, muscled me out. Now he's gonna blow it up next week to make way for some gaudy monstrosity. Don't think I don't know what you're doing.

Rusty: What are we doing, Reuben?

Reuben: If you're gonna steal from Terry Benedict, you'd better goddamn *know*. This sort of thing used to be civilized. You'd hit a guy, he'd whack you, done. But with Benedict... at the end of this, he'd *better* not know you're involved, not know your names or think you're dead, because he'll kill ya, and *then* he'll go to work on ya.

Danny: That's why we're going to have to be very careful. Very precise.

Rusty: Mmm, well-funded.

Reuben: Yeah. Ya gotta be *nuts*, too. And you're gonna need a crew as *nuts* as you are!

[pause]

Reuben: So who've you got in mind?


Danny: You gotta walk before you crawl.

Rusty: Reverse that.


Rusty: [upset after having realizing Danny lied to him] Tell me this is not about her, or I am walking. I am walking off this job right now.

Danny: Who?

Rusty: Tess. Terry Benedict. Tell me this is not about screwing the guy who's screwing your wife.

Danny: Ex-wife.

Rusty: Tell me.

Danny: It's not about that.

[pause]

Danny: It's not entirely about that.

[Rusty turns away, furious]

Danny: Russ, do you remember what we said back when we first got into this business. We said we were gonna play the game...

RustyDanny: Like we had nothing to lose.

Danny: Well, I lost something... I lost someone. That's why I'm here.

[long pause]

Rusty: Okay, here's the problem. We're stealing two things. And when push comes to shove, and you can't have both, which are you gonna choose? And remember - Tess does not split eleven ways!


Basher: So, unless we intend to do this job in Reno, we're in barney.

[everyone pauses]

Basher: Barney Rubble.

[they look bewildered]

Basher: [irritated that they don't understand what he's implying] Trouble!


[his only line in English]

Yen: [angrily because he was stuck inside the cart longer than expected] Where the fuck you been?


[last lines]

[Danny has just got out of jail]

Danny: Hi!

Tess: [in Rusty's car] Hi. We need to get Rusty a girl.

Rusty: [jokingly] There's a women's prison down the road.

Danny: [noticing Tess is wearing her wedding ring] You said that you sold this.

Tess: I said that.

Danny: Liar.

Tess: Thief.

[they kiss]


Reuben: [to Rusty and Danny present during lunch at Ruben's home] You guys are pros. The best. I'm sure you can make it out of the casino. Of course, lest we forget, once you're out the front door, you're still in the middle of the fucking desert!


Parole Board Member #1: Mr Ocean, the purpose of this hearing is to determine, whether, if released, you are likely to break the law again. While this was your first conviction, you have been implicated, though never charged, in over a dozen other confidence tricks and frauds. What can you tell us about those?

Danny: [sitting alone directly in front of the parole board] As you say, ma'am, I was never charged.

Parole Board Member #2: Mr Ocean, what we're trying to find out is was there a reason you chose to commit this crime, or was there a reason you simply got caught this time.

Danny: [sitting alone directly in front of the parole board] My wife left me. I was upset. I fell into a self-destructive pattern.

Parole Board Member #3: If released, is it likely you'd fall back into a similar pattern?

Danny: [politely but sarcastically] She already left me once. I don't think she'd do it again just for kicks.


Reuben: [seeing the entire gang show up at his door all at once] What? Did you guys get a group rate or something?


[masquerading as an A.T.F. agent, Rusty shoves Basher against a police car, pretending to search him]

Rusty: [under his breath] Hey, Bash.

Basher: Hey, Russ.

Rusty: How fast can you put something together from what I just slipped you?

Basher: It's done.

[Rusty lifts up Basher, and they slowly leave the crime scene]

Basher: Hey, is Danny about?

Rusty: Yeah, he's waiting around the corner.

Basher: Oh, that's terrific! It will be nice working with proper villains again.

Rusty: [turns and shouts] Everybody down, now!

[they break into a run as explosions rock the crime scene]

Basher: Ha-ha-ha! They weren't expecting that shit!

Rusty: Nice work.

Basher: Oh, thank you.


[discussing possible candidates for their crew]

Danny: Phil Turenteen...

Rusty: Dead.

Danny: No shit. On the job?

Rusty: Skin cancer.

Danny: Did you send flowers?

Rusty: Dated his wife for a while.


Reuben: [walking up to Linus] You're Bobby Caldwell's kid. From Chicago. It's nice there, do you like it?

Linus: [waiting by the pool as everyone enters Reuben's home] Yeah.

Reuben: That's wonderful. Get in the goddamn house.


Danny: We'll need Saul.

Rusty: He won't do it. He got out of the game a year ago.

Danny: Get religion?

Rusty: Ulcers.

Danny: ...You could ask him.

Rusty: Hey, I could ask him.


[Yen slides down into the hole in the cart]

Rusty: [intentionally irritating him but jokingly] Amazing. You okay? You want something to read, a magazine or something?

[Yen's hand pops out of the hole, giving Rusty the finger]

Rusty: Okay.


Saul: [at the race track] I saw you at the paddock... before the second race, outside the men's room when I placed my bet. I saw you before you even got up this morning.

Rusty: How you been, Saul?

Saul: Never better.

Rusty: What's with the orange?

Saul: My doctor says I need vitamins.

Rusty: So why don't you take vitamins?

Saul: You come here to give me a physical?


Danny: [talking privately over dinner while Tess is waiting for Terry] Tess, you're doing a great job curating the museum, the Vermeer is quite good, simple, vibrant, but his work definitely fell off as he got older.

Tess: [implying Danny has similarities with Vermeer] Remind you of anyone?

Danny: And I always confuse Monet and Manet. Now which one married his mistress?

Tess: Monet.

Danny: Right, and then Manet had syphilis.

Tess: [sarcastically] They also painted occasionally.


Tess: [was talking privately over dinner with Danny until Terry finally shows up] Danny was walking through the restaurant when he spotted me.

Terry: Is that right?

Danny: Yeah, imagine the odds.

Terry: [sarcastically, partially quoting one of Rick's line's from Casablanca] Of all the gin joints in all the world.


Topher Grace: [during the celebrity card game] Mr Ocean, what do you do for a living? If you don't mind me asking.

Danny: Why would I mind you asking? Two cards. I just got out of prison.

Topher Grace: Really?

Joshua Jackson: Well, why were you in prison?

Danny: I stole things.

Shane West: You stole things? Like jewels?

Rusty: Incan matrimonial headmasks.

Shane West: Any money in those? Incan matrimonial...

Danny: Headmasks. There's some.

Rusty: Don't let him fool you, there's boatloads. If you can move them. I'll take one. But you can't.

Danny: My fence seemed confident enough.

Rusty: Dealing in cash, you don't need a fence.

Danny: [referring to Rusty] Some people lack vision.

Rusty: [sarcastically] Probably everybody in cell block E.


Linus: [Yen's cast is caught in vault door; unaware that Yen is trapped, Danny and Linus try to blow the door but the bomb doesn't go off] Did you check the batteries?

[pause]

Linus: You know, you lose focus in this game for one second...

Danny: I know, somebody gets hurt. You don't hear Yen complaining.

[they replace the batteries and the door explodes]


Saul: [watching Danny, Linus, and Yen load the money from the vault] That is the sexiest thing I have ever seen!


Rusty: [impersonating a doctor, referring to Saul pretending to be dead] I'm sorry. He's gone.

Virgil Malloy: [as he and Turk enter, impersonating paramedics] Man, I told you to run.

Turk Malloy: Don't do that.

Virgil Malloy: What, I didn't tell you to run?


Danny: [during lunch with Reuben with Rusty present] It's never been tried.

Reuben: Ho, ho... "It's never been tried." It's been tried. A few guys even came close. You know the three most successful robberies in the history of Vegas?

[flashback - the gaming room at the Horseshow, in black-and-white]

Reuben: [voiceover] Number three, the Bronze Medal - pencil-neck grabs a lockbox at the Horseshoe...

[a man grabs a lockbox out of a guard's hand and runs for the door, and six guards instantly tackle him to the floor]

Reuben: He got two steps closer to the door than any living soul before him.

[cut to the present]

Reuben: Second most successful robbery...

[flashback - the gaming room at the Flamingo, in grainy color. A long-haired man is running for the door, clutching a bag]

Reuben: The Flamingo in '71. This guy actually tasted fresh oxygen before they grabbed him.

[the man gets within a few feet of the door, before a guard smashes him across the face with a nightstick]

Reuben: Of course, he was breathing out of a hose for the next three weeks. Goddamn hippy.

[back to the present]

Reuben: And the *closest* any man has ever come to robbing a Las Vegas casino...

[flashback - outside Caesar's Palace, in color. A man runs out, hunched over an armful of cash, followed by three security guards]

Reuben: Was outside of Caesar's in '87. He came, he grabbed...

[the three guards shoot the thief in the back]

Reuben: [security guards shot the robbers as they tried to run away with the stolen money] They conquered.


Reuben: [to Rusty and Danny during lunch] I know more about casino security than any man alive, I invented it, and it cannot be beaten. They got cameras, they got locks, they got watchers, they got timers, they got vaults, they got enough armed personnel to occupy Paris!

[pause]

Reuben: Okay, bad example.


[watching Yen prepares to somersault onto the vault]

Turk Malloy: Ten says he shorts it.

FrankLivingstonSaul: Twenty!


[Basher's original plan for knocking out the casino's power has flopped]

Basher: Hang on a minute, hang on... we could use a pinch.

Danny: What's a "pinch"?

Basher: A pinch is a device which creates, like, a cardiac arrest for any broadband electrical circuitry. Better yet, a pinch is a bomb - now, but without the bomb. See, when a nuclear weapon detonates, it unleashes an electromagnetic pulse which shuts down any power source within its blast radius. Now that tends not to matter in most cases, because the nuclear weapon usually destroys anything you might need power for anyway. But see, a pinch creates a similar electromagnetic pulse, but without the fuss of mass destruction and death. So instead of Hiroshima, you'd be getting the seventeenth century.


Danny: [watching the monitors] Why do they always paint hallways that color?

Rusty: They say taupe is very soothing.


Danny: Second task, power - on the night of the fight, we're gonna throw the switch on Sin City. Basher, it's your show.

Basher: You want broke, blind, or bedlam?

Danny: How about all three?

Basher: Right, it's done.


Rusty: [at the race track] Saul, you're the best there is. You're in Cooperstown. What do you want?

Saul: Nothing. I've got a duplex now, wall-to-wall, goldfish. I'm seeing a nice lady who works the "Unmentionables" counter at Macy's. I've changed.

Rusty: Guys like us don't change, Saul. We either stay sharp or we get sloppy, we don't change.


Topher Grace: [while walking through the hallways of a club] Hey, Rus, let me ask you a question. Are you incorporated? Well, if not, you should really think about it, 'cause I was talking to my manager...

Rusty: Bernie?

Topher Grace: No, not Bernie, my business manager. You know what? They're both named Bernie. Anyway, he was saying that because what we do here is kind of like research for a future, like, gig or whatever, I can totally make it a tax write-off. The only thing is I'd have to pay you by check.

[Rusty stops and looks at him]

Topher Grace: Or we could stick to cash.

[Rusty nods]

Topher Grace: You know what? Yeah, let's just stick to cash.


Linus: [excited assuming the heist is going to be easy] Smash and grab job, huh?

Rusty: Slightly more complicated than that.

Linus: Well, yeah.


Danny: [over the radio] Livingston, we're set.

Rusty: [over the radio] Livingston, we're set.

Livingston: [over the radio] Basher, we're set.

Basher: [over the radio] Hang on a minute chief.

Livingston: [over the radio] We don't have a minute, Yen's gonna suffocate.

Basher: [preparing to detonate the pinch] Well, then you'd better leave off bothering me, don't you think?


Reuben: Where are they?

Saul: [in his fake accent] They will be here.

Reuben: [mimicking Saul's voice] They will be here. Schmuck.


[sitting in a surveillance van with two FBI agents]

FBI Man #2: Let's see if we can zoom in on that guy...

FBI Man #1: Yeah.

[he reaches for the camera controls]

Livingston: Don't - don't - d-don't... Don't touch that.

FBI Man #1: Why not?

Livingston: Uh, do you see me grabbing the gun out of your holster and just waving it around?


Rusty: Saul, turn that off, will you?

Saul: [in fake accent] I'll turn it off when I'm ready to...

Rusty: Saul!

Saul: [normal voice] It's off, it's off!


[Shaking Billy Tim Denham's hand at Denham's car dealership]

Frank: You have lovely hands. Do you moisturize?

Billy Tim Denham: I'm sorry?

Frank: [as he slowly crushes Denham's hand in his grip] You know, I've tried all sorts of moisturizers. I even went fragrance-free for a whole year. Now my sister, she uses some kind of uh... uh... uh... uh... aloe vera with a little sunscreen in it, and ideally, we should all wear gloves when going to bed, but I found out that that creates a kind of an interference with my... "social agenda", you know what I mean.


Linus: [to Terry, trying to follow Rusty's advice of being funny and not enough to make him laugh] Apparently, he's got a record longer than my... well, it's long.


[in a safe heist]

Basher: All right chaps. Hang on to your knickers.

[He triggers the bomb, and the safe door cracks open. Laughing, Basher dances into the vault - and the alarm goes off]

Basher: Oh leave it out! You tossers! You had one job to do!


Terry: [over the phone] All right. Now I have complied with your every request, would you agree?

Rusty: I would.

Terry: Good, 'cause now I have one of my own. Run and hide, asshole. Run and hide. If you should be picked up next week buying a hundred-thousand dollar sports car in Newport Beach, I am going to be supremely disappointed. Because I want my people to find you, and when they do, rest assured we are not going to hand you over to the police. So my advice to you again is this: run and hide. That is all that I ask.


Tess: You of all people should know, Terry, in your hotel, there's always someone watching.


Rusty: Wonder what Rueben'll say.

Reuben: [Cut to Rueben] You're outta your goddamn minds!


[the rest of the crew get out of the van to enter the building to steal the pinch , with Turk and Virgil in the front; Danny stops Linus]

Danny: What are you doing?

Linus: I'm coming with you.

Danny: No.

Linus: What? Oh, no, no...

[as they shut the doors on him]

Linus: [shouts] Don't leave me with these guys!


Danny: [holds up a black wallet in an empty bar] Hello Linus. Whose is this?

Linus: Who are you?

Danny: A friend of Bobby Caldwell's.

[produces a plane ticket]

Danny: You're either in or you're out. Right now.

Linus: What is it?

Danny: It's a plane ticket. A job offer.

Linus: You're pretty trusting pretty fast.

Danny: Well Bobby has a lot of faith in you.

Linus: Fathers are like that.


Terry: [was talking privately over dinner with Tess until Terry finally shows up] I know everything that's happening in my hotels.

Danny: [sarcastically] So I should put the towels back?

Terry: [while rubbing Tess's hands] No, the towels you can keep.


[while reconnoitering the casinos]

Virgil Malloy: [makes a note] Leaving at 10:44.

Turk Malloy: [belittling and criticizing him] 10:46, get a watch that works.


[watching Linus trapped on the upper floor by security guards]

Virgil Malloy: Shouldn't someone help him?

Basher: Oh, that's a good idea, Rabbit. Let's hop out of the van and we can all get nicked!


Topher Grace: [during the celebrity poker game with Rusty teaching them how to play] Fellas! Fellas! Check this... all... red!

[Lays down his hand, which is revealed as two diamonds and three hearts, as everyone at the table congratulates him on his "flush"]


[as Tess walks down the stairs]

Linus: [to Rusty] This is the best part of my day.


[teaching poker to young actors]

Rusty: Barry, your turn.

Barry Watson: Uh... four.

Rusty: You don't want four. You want to fold.

Barry Watson: I do? Is that a good thing?

Rusty: [takes Barry's cards and turns them down] You're done.


Linus: The last guy they caught cheating in here? Benedict not only sent him up for 10 years, he had the bank seize his house and then he bankrupted...

RustyLinus: -his brother-in-law's tractor dealership.

Rusty: Yeah, I heard.


Explosives Cop: That's all you used in the event, nothin' else?

Basher: Hang on, are you accusing me of boobytrapping?

Explosives Cop: Well, how about it?

Rusty: [masquerading as an ATF agent] Booby traps aren't Mr. Tarr's style. Isn't that right, "Basher"?

[shows a badge]

Rusty: Peck, ATF. Let me venture a guess, simple g form mainliner, backwound, quick fuse with a drag under 20 feet? Yeah... let me ask you something else: did you search this scumbag for booby traps, on his person? I mean really search, not just for weapons?

[cop shakes head no]

Rusty: Stand back.

[shoves Basher against cop car]

Basher: Oy. Here we go.

Rusty: Go find Griggs, tell him I need to see him.

Explosives Cop: Who?

Rusty: Just find him, will ya?


Hotel Security: Hi!

Livingston: Fine, thank you.


[last lines before epilogue]

[the crew has just pulled off the heist. Danny is in handcuffs being escorted to a police car. Tess runs outside of the casino to find him]

Tess: Wait! Wait! Wait. Wait, that's my husband. That's my husband.

[to Danny knowingly]

Tess: Danny...

Danny: [Smiling] Tess, I told you... I knew what I was doing.

Tess: [Tearing up] I didn't.

[pause]

Tess: How long will you be?

Danny: ...Three to six months, I guess.

[Danny is placed into the police car. Through the window he smiles at Tess reassuringly. Through teary eyes, Tess smiles back]


Danny: [talking privately over dinner while Tess is waiting for Terry] You remember the day I went out for cigarettes and didn't come back? You must have noticed.

[goes to sit down]

Tess: I don't smoke. Don't sit!


[On the phone]

Terry: Who the hell is this?

Rusty: The man who's robbing you!


Rusty: [finalizing their plans to rob three casinos] The Bellagio and the Mirage. These are Terry Benedict's places.

Danny: Yes they are. You think he'll mind?

Rusty: [sarcastically] More than somewhat.


Basher: That poxy demo crew haven't used a coaxial feed to batten the main line, have they? Instead they've gone and nosed up the backup grid, nosed it right up!

Reuben: [to Livingston] Do you understand any of this?

Livingston: I'll explain later.


Livingston: [to Danny after Terry added new security procedures to constantly monitor Danny] The moment you set foot on that casino floor, they'll be watching you like hawks. Hawks with video cameras.


Danny: [while Bruiser helps Danny climb into the ventilation system] How's your wife?

Bruiser: Pregnant again.

Danny: Well, that happens.


[teaching poker to young Hollywood actors]

Rusty: Shane, you've got three pairs. You can't have six cards! You can't have six cards in a five-card game!


Shane West: Hit me.

Rusty: It's not blackjack.


Danny: All right.

[Bruiser punches Danny]

Danny: Ahh! Jesus, Bruiser, not until later!

Bruiser: [feeling guilty, in a soft voice] Sorry Danny, I forgot.

Danny: [pats Bruiser on the side of his head] It's all right.


Terry: [over the phone] Well, then inform Mr. Levin that he'll be better off watching the fight in front of his television at home... Surely *he* must have HBO.


[Yen does the real somersault]

Frank: Ten says he shorts it.

Livingston: No bet.


Tess: [waiting to have a romantic dinner with Terry] You're thirty seconds late, I was going to send out a search...

[looks up and surprised to see Danny]


Tess: [talking privately over dinner while she's waiting for Terry] Do you remember what I said when we met?

Danny: You said I'd better know what I'm doing.

Tess: And do you? Because you should walk out that door if you don't.

Danny: I know what I'm doing.

Terry: [finally shows up] What are you doing?


Danny: [Narrating] First task: reconnaissance. I want to know everything that's going on in all three casinos, the rotation of the dealers, the path of every cash cart, I want to know about everything about every guard and every watcher, anyone with a security pass, I want to know where they're from, what their nicknames are, how they take their coffee, most of all, I want you guys to know these casinos, they're built to keep people in, I want you guys to know the quick routes out. Third task, surveillance: Casino security has an eye and ear on everyone, so we want an eye and ear on them.


Rusty: [in disguise wearing a wig and glasses] Did someone call for a doctor?


Basher: Window or aisle, boys? Yeah, we're in deep shit!


Danny: I'm not joking, Tess.

Tess: I'm not laughing, Danny.


Turk Malloy: [at Ruben's house] Saul, do you get out to Utah much?

Saul: Not as often as I'd like.

Turk Malloy: Check it out. I think you'd dig Provo. You could do well there.

Saul: I'll look into it.


Danny: [Narrating] The Nevada Gaming Commission stipulates that a casino must hold and reserve enough cash to cover every chip that's played on its floor. That means on a weekday, by law, it has to carry anywhere between sixty to seventy million dollars in cash and coin; on the weekend it has to carry anywhere between eighty and ninety million; on a fight night, like the one in two weeks from tonight, the night we're going to rob it, one hundred and fifty million. Without breaking a sweat, there's eleven of us, each with an equal share, you do the math.


Danny: [after the robbery] Hey Benedict, how's the other fight going?

Terry: [Referring to the robbery] Did you have a hand in this?

Danny: [Lying] Did my hand in what?

Terry: I'm going to ask you one more time: Did you have a hand in this?

Danny: I have no idea what you're talking about.


Danny: [Talking to Terry after having been beaten up by Bruiser while Tess is watching on television] What if I told you I could get you your money back, would you give up Tess? What would you say?

Terry: I would say yes.


Basher: [scolding Linus] You stupid bastard!


Rusty Ryan: Is that your hound way in the rear there?

Saul Bloom: He breaks late. Everyone knows this.


[on phone with Benedict during the heist]

Rusty: In this town, your luck can change just that quickly.


Danny: The bet's 500

Rusty: Guys, what's the first lesson in poker?

Topher Grace: Leave emotion at the door

Rusty: That's right Topher. Today's lesson: how to draw out the bluff, that much money, this early in the game, I'm saying his holding nothing better than a pair of face cards

Rusty: [reminding him it's his turn to act] Barry?

Barry Watson: [after thinking about it] Yeah, I fold

Rusty: Josh?

Joshua Jackson: don't worry, I'm game, I will see your 500 and I will raise another 500 of my own

Rusty: that's a very handsome bet Josh, but be careful, we don't wanna push him too high too fast: keep him on a leash

Rusty: [reminding her it's her turn to act] Holly?

Holly: Call

Rusty: call?

Holly: Call

Rusty: and I'll call

Danny: [before placing cash and poker chips on the table, after Barry and Topher also call] I'll see your five hundred, I'll raise you two thousand

Rusty: Guys, your free to do what you like: it's a lot of money, I'm staying in, his trying to buy his way out of his bluff

Rusty: [before Josh and everyone else calls] Josh?

Rusty: [to Danny, referring to his hand] Let's see them

Danny: [sarcastically, while showing his hand] I'm not sure what four nines does, but with the ace, I think, is pretty high


[first lines]

[At parole hearing]

Parole Board Member #1: Good morning.

Danny: [sitting alone directly in front of the parole board] Morning.

Parole Board Member #1: Please state your name for the record.

Danny: Daniel Ocean.


Parole Board Member #1: Good morning.

Danny: Morning.

Parole Board Member #1: Please state your name for the record.

Danny: Daniel Ocean.

Parole Board Member #1: Thank you. Mr. Ocean, the purpose of this hearing is to determine whether, if released, you are likely to break the law again.


Basher: Where we at, boys?

Livingston: Pins and floor sensors now.

Basher: Blinder.

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